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HR 3402 119th Congress House Finance and Financial Sector

To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.

Introduced: May 14, 2025 Introduced by: Loudermilk, Barry Republican · Georgia See on congress.gov
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 Everywhere this bill has been 2 steps
Introduced
In committee
Reported out
Passed House
Passed Senate
To President
Became law
May 14, 2025
Referred to the House Committee on Financial Services.
May 14, 2025
Introduced in House
 Votes taken on this bill 1
DateChamberWhat was voted onResultYes–No
Nov 14, 1989 Senate · vote #297 On Passage of the Bill H.R. 3402 Passed 99–0 See who voted →
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 Plain-English summary Congressional Research Service

This bill requires certain institutional investment managers that use proxy advisory firms to disclose information related to voting on shareholder proposals. (Proxy advisory firms provide voting services and advice to institutional investors in public companies for proposals presented at shareholder meetings.)

Generally, institutional investment managers must report annually (1) how the manager voted on each shareholder proposal, (2) the percentage of votes cast in accordance with proxy advisory firm recommendations, and (3) explanations such as how votes are reconciled with fiduciary duties. Managers must also certify that votes were based solely on the best economic interest of the shareholders.

In addition, large institutional investment managers must (1) inform customers that shareholders are not required to vote on every proposal; (2) on certain votes, determine through an economic analysis the vote that is in the best economic interest of shareholders; and (3) report any such analysis annually.  

What's happening now May 14, 2025

Referred to the House Committee on Financial Services.

 Hearings & markups 1
 Bill text 1 version

Source documents hosted by congress.gov.

 Committees of jurisdiction 1
 Lobbying activity 8

Registered lobbyists who named this bill in their disclosure filings. Source: federal Lobbying Disclosure Act filings.

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APA
U.S. Congress. (2026). H.R. 3402: To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.. 119th Congress. Open America. https://openamerica.io/bill/119-HR-3402/
MLA
"H.R. 3402: To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.." 119th Congress, 2026, Open America, https://openamerica.io/bill/119-HR-3402/.
Bluebook (legal)
H.R. 3402, 119th Cong. (2026), https://openamerica.io/bill/119-HR-3402/.
Markdown link
[H.R. 3402: To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.](https://openamerica.io/bill/119-HR-3402/)
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